“COOPERATIVA DE AHORRO Y CRÉDITO DE RINCÓN” AUDITED FINANCIAL STATEMENTS 2016 INDEPENDENT AUDITOR'S REPORT To: Board of Directors and members of “Cooperativa de Ahorro y Crédito de Rincón” Rincón, Puerto Rico Report on the Financial Statements I have audited the accompanying balance sheet of “Cooperativa de Ahorro y Crédito de Rincón” as of June 30, 2016, and the related statements of Income, changes in member’s equity and cash flows for the year then ended, and the related noted to financial statements. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with Law 255 amended by Law 220 and in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibility My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments; the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing opinion on the effectiveness of the entity's internal control. Accordingly, I express no such opinion. Page 1 INDEPENDENT AUDITOR'S REPORT (CONTINUATION) An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion. Statutory opinion In my opinion, the financial statements referred to above present fairly in all material respects, the Financial Position of “Cooperativa de Ahorro y Crédito de Rincón” as of June 30, 2016 and the results of its operations and its cash flows for the year then ended, in accordance with the regulatory basis of accounting disclosed in note 1 of the Financial Statements. Basis for Adverse Opinion in Accordance with Generally Accepted Accounting Principles in the United States of America. 1. As described in Note 1, the Credit Union prepares its financial statements in accordance with statutory accounting principles required by COSSEC. These accounting principles differ in some aspects from generally accepted accounting principles used in United States of America and Puerto Rico. The main difference is related to the financial presentation of members’ shares which are included as part of members’ equity. According to generally accepted accounting principles these shares are similar to deposit accounts, therefore, their presentation must be included as part of the Credit Union’s liabilities. If members’ shares were presented in accordance with United States generally accepted accounting principles, total liabilities would have increased and members’ equity would have decreased by $223,157,944 as of June 30, 2016. The statement of income and expenses would include dividends credited to members for $7,500,000 as interest expense in the fiscal year ended June 30, 2016. 2. As describe in note 1, on December 15, 2015 the State Credit Union Law was amended to provide a different accounting treatment to the Puerto Rico bonds. This Law requires that Puerto Rico Bonds be classified as “Special Investments” and segregated from the other investments. In case of an impairment, the Credit Union can recognize the losses within a fifteen-year time frame. Management hired an expert to perform an impairment analysis since is required by Law and by the accounting principles. Investments made by the Credit Union amounted to $57,095,000 as of June 30, 2016. The analysis performed shows that an impairment of $11,085,025 was determined at year end. If Management would have recorded the impairment as of June 30, 2016 based on GAAP requirements the Income statement would have presented a devaluation by $11,085,025 with a net loss instead of a net income. Also, Total Assets and Members’ Equity would have decreased by the same amount and the loss would not be included as part of investments. Adverse Opinion In my opinion, because of the significance of the matters discussed in the previous paragraphs, the accompanying financial statements do not present fairly the financial position of the “Cooperativa de Ahorro y Crédito de Rincón” as of June 30, 2016, the results of their operations and cash flows in accordance with Generally Accepted Accounting Principles in the United States of America. Page 2 INDEPENDENT AUDITOR'S REPORT (CONTINUATION) Emphasis of a matter – Negotiable investments As described in note 15, during February 2014 and subsequently the credit rating agencies downgraded Puerto Rico bonds, its agencies and Public Corporations to high risk levels. As of June 30, 2016 the Credit Union has $57,095,000 invested in Puerto Rico bonds (see note 4). Management hired an expert to evaluate the Puerto Rico bonds portfolio and to determine a probable impairment by using its best estimate of the present value of cash flows expected to be collected from these debt securities. After the expert outlined the factors that should be considered when determining whether a security is other than temporarily impaired, the final conclusion is that an impairment amounting to $11,085,025 must be recognized and included as a loss during the current fiscal period ended on June 30, 2016. The effect of this impairment is significant to the financial statements. However, management expects to see in the future corrective measures applied by the Puerto Rico and/or United States of America government to mitigate future losses. If debt restructure takes place, the amount recognized as impairment might be different in the future and estimates might have to be adjusted in the financial statements. The members’ equity remains positive and this loss does not affect the Credit Union’s financial stability or liquidity. In accordance with the Generally Accepted Accounting Principles in the United States of America, any devaluation is considered permanent in the same period in which the reduction is determined. Management classified this devaluation as established by Law 220 of December 15, 2015 and decided to amortize it within a maximum period of fifteen years. Other matter – Financial statements as of Jun 30, 2015 The Financial Statements as of June 30, 2015 were audited by another Certified Public Accountant, who expressed a qualified opinion, dated on August 27, 2015 because the Credit Union presented members’ shares and related dividends as established by the Public Corporation for the Supervision and Insurance of Puerto Rico Credit Unions (known as “COSSEC” its Spanish acronym) and not in accordance with United States generally accepted accounting principles. Those financial statements are presented to provide additional information and do not include requirements or the effects of Law 220 of December 15, 2015 related to negotiable investments. Benjamín Rosario Rosario, CPA License 4727 Expires on December 1, 2017 Stamp No. E250424 was affixed to the original of this report Gurabo, Puerto Rico September 19, 2016 Page 3 "COOPERATIVA DE AHORRO Y CRÉDITO DE RINCÓN" STATEMENTS OF FINANCIAL CONDITION JUNE 30, 2016 2015 ASSETS Cash and cash Equivalents (See notes 1 & 2) Certificates of deposits with due dates over three months (See note 3) $36,276,877 $59,087,490 72,661,294 87,810,294 117,259,000 202,834,839 Negotiable Investments (See notes 1 & 4) Held to Maturity Investments Special Investments 57,095,000 Loans receivables net of allowance for doubtful accounts (See notes 1 & 5) - 265,897,052 260,434,554 Interest and other accounts receivable (See note 6) 2,519,737 3,073,314 Property and Equipment net of accumulated depreciation (See notes 1 & 7) 6,594,043 5,663,487 Other Cooperative entities (See note 8) 9,314,698 9,108,747 Other assets (See note 9) 5,035,795 5,792,934 $572,653,496 $633,805,659 $154,288,717 $161,819,423 3,505,685 4,616,565 149,680,286 176,872,226 1,985,057 1,398,133 309,459,745 344,706,347 2,551,101 2,116,158 $312,010,846 $346,822,505 223,157,944 249,805,535 Total Assets LIABILITIES AND MEMBERS' EQUITY Liabilities Members and nonmembers' deposits (See notes 1 & 10) Savings accounts Christmas and Summer club Certificates of deposits Checking accounts Accounts payable and accrued expenses (See note 11) Total Liabilities Members' Equity Members' Shares Accumulated earnings (Deficit) Statutory reserve (Appropriated) (See note 1) Other reserves Total Members' Equity Total Liabilities and Members' Equity See accompanying notes to financial statements Page 4 5,817,766 7,500,000 26,527,821 26,137,451 5,139,119 3,540,168 $260,642,650 $286,983,154 $572,653,496 $633,805,659 "COOPERATIVA DE AHORRO Y CRÉDITO DE RINCÓN" STATEMENTS OF INCOME AND EXPENSES YEARS ENDED ON JUNE 30, 2016 2015 Interest Income from Loans $18,325,744 $18,633,391 8,597,737 9,405,868 26,923,481 28,039,259 Savings and Certificates (3,937,882) (4,614,700) Net Interest Income 22,985,599 23,424,559 Less Provision for loan losses (4,302,246) (4,506,485) Net interest income after provision for Loan Losses 18,683,353 18,918,074 1,246,977 1,212,013 19,930,330 20,130,087 3,937,315 3,697,523 Professional Services 538,611 465,030 Publicity and Representation expenses 480,635 399,221 Education expenses 263,596 261,687 Depreciation and Amortization 491,664 404,655 Repairs and Maintenance 482,329 268,171 Printing and office supplies 222,276 216,263 Insurance 1,395,424 1,329,203 Cossec - Insurance premium 1,461,001 1,425,029 Annual meeting 176,835 198,647 Credit expenses 37,036 39,648 2,636,211 2,051,260 12,122,933 10,756,337 Net Income before loss from impairment of investments $7,807,397 $9,373,750 Net Income $7,807,397 $9,373,750 Income from Investments and savings accounts Total Interest Expenses Other Income (See note 12) Net Income before General and Administrative Expenses General and Administrative expenses Compensation and Fringe Benefits (See note 13) Other administrative expenses (See note 14) Total General and Administrative Expenses See accompanying notes to financial statements Page 5 "COOPERATIVA DE AHORRO Y CRÉDITO DE RINCÓN" STATEMENTS OF MEMBERS' EQUITY YEARS ENDED ON JUNE 30, 2016 AND 2015 Reserve Accumulated Statutory Member's Shares Balance as of June 30, 2014 Earnings Technological for Technological Temporary Reserve Social Capital Development Development and Statutory Reserve (Deficit) (Appropriated) Reserve $235,598,920 $8,700,000 $24,263,701 - Reserve Contingencies (Appropriated) $1,500,000 $2,000,000 Total - $272,062,621 Members' investments 48,674,280 - - - - - - 48,674,280 Members' withdrawals (43,167,665) - - - - - - (43,167,665) - - - - - - - - - 40,168 - - Dividends 8,700,000 (8,700,000) Dormant accounts' transfers - - - 40,168 Transfer to voluntary reserve - - - - Transfer to Statutory Reserve (Appropriated) - (1,873,750) Net Income - 9,373,750 Balance as of June 30, 2015 1,873,750 - $249,805,535 $7,500,000 $26,137,451 (1,500,000) 1,500,000 - - - - - - - - 9,373,750 - $286,983,154 $40,168 - $3,500,000 Members' investments $38,770,895 - - - - - - 38,770,895 Members' withdrawals (72,918,486) - - - - - - (72,918,486) - - - - - - - (310) - - - (310) Dividends 7,500,000 (7,500,000) Dormant accounts' transfers - Transfer to Temporary Reserve - (1,599,261) - - - Transfer to Statutory Reserve (Appropriated) - (390,370) 390,370 - - - - Net Loss - 7,807,397 - - - - - - - Balance as of June 30, 2016 - $223,157,944 $5,817,766 $26,527,821 See accompanying notes to financial statements Page 6 $39,858 (3,500,000) 5,099,261 $5,099,261 7,807,397 $260,642,650 "COOPERATIVA DE AHORRO Y CRÉDITO DE RINCÓN" STATEMENTS OF CASH FLOWS YEARS ENDED ON JUNE 30, 2016 2015 Cash flows from operating activities Net Income (Loss) $7,807,397 $9,373,750 491,664 404,655 4,302,246 4,506,485 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and Amortization Provision for Loan Losses Capitalized dividends (210,951) Loss on disposition of foreclosed assets 1,232,192 (217,178) 747,360 Net gain on assets disposal (68,120) Net Decrease (Increase) in other assets and account receivables 151,644 (1,629,386) Increase (Decrease) in accounts payable and accrued expenses 434,944 (54,707) Total Adjustments Net cash provided by operating activities (114,993) 6,333,619 3,642,236 14,141,016 13,015,986 Cash flows from investing activities Equipment Purchases (1,422,220) (2,022,939) Increase in Loan receivables (9,764,744) (2,756,953) Cash proceeds from return on principal over investments 28,480,839 Decrease (increase) in other cooperative entities Decrease (increase) on Certificates Net cash flows Provided (Used) by investing activities - 5,395,590 (223,183) 15,149,000 (13,875,130) $32,442,875 ($13,482,615) Cash flows from financing activities (Decrease) Increase on Members and nonmembers' Deposits Dormant accounts' transfers (35,246,603) (310) 1,909,987 - Member's Investments 38,770,895 48,674,280 Members' withdrawals (72,918,486) (43,167,665) Net cash flows (Used) Provided by financing activities Net (Decrease) Increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year See accompanying notes to financial statements Page 7 ($69,394,504) (22,810,613) $7,416,602 6,949,973 59,087,490 52,137,517 $36,276,877 $59,087,490 "COOPERATIVA DE AHORRO Y CRÉDITO DE RINCÓN" STATEMENTS OF CASH FLOWS (CONTINUATION) 2016 YEARS ENDED ON JUNE 30, 2015 Supplemental Disclosure of Cash Flows Information: Noncash transactions: Cash Paid during the year for interest $3,868,561 $4,659,074 Capitalized dividends $7,500,000 $8,700,000 ($4,902,183) ($3,928,868) Loan Charge offs $949,561 Increase on foreclosed assets - Dormant accounts' transfers $390,370 Transfer to Statutory Reserve (Appropriated) Transfer to Temporary Statutory Reserve (Appropriated) See accompanying notes to financial statements Page 8 $5,099,261 $2,204,734 $40,168 $1,873,750 - “COOPERATIVA DE AHORRO Y CRÉDITO DE RINCÓN” NOTES TO FINANCIAL STATEMENTS JUNE 30, 2016 AND 2015 Note 1: NATURE OF BUSINESS, REGULATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES NATURE OF BUSINESS “Cooperativa de Ahorro y Crédito de Rincón” is a cooperative association created in accordance with the provisions of Law 255 issued in October 28, 2002 and its operations are principally related to holding deposits for and making loans to any person who wishes to become a member. REGULATION Public Corporation for the Supervision and Insurance of Puerto Rico Credit Unions (known as “COSSEC” its Spanish acronym) Law 114 issued in august 17, 2001 known as “Ley de la Corporación Pública para la Supervisión y Seguro de Cooperativas de Puerto Rico” created a Public Corporation which regulates and provides guidance on how Puerto Rico Credit Union must manage members’ deposits in order to maintain adequate internal controls and to provide excellent services to the general public. Also, the Credit Union follows a bylaw known as “Reglamento 7051” which specifies the provisions of Law 255 issued in October 28, 2002. The Public Corporation (“COSSEC”) provides an insurance up to two hundred fifty thousand ($250,000) for deposits made by members in accordance with Law 114 issued in 2001. Each Credit Union must maintain a deposit equal one percent (1%) of total members’ shares and deposits as of June 30, of every year. “COSSEC” will decide the applicable policies and procedures regarding an increase in the annual contribution for the shares and deposits insurance. Credit Unions are required to pay an annual insurance premium to COSSEC depending on risks and rates approved by the Regulating Agency Board of Directors. Rates are based on actuarial projections. Dormant accounts Article 6.09 of Law 255 establishes that unclaimed deposits for a five-year period will be transfer to an unrestricted reserve used for social services or to the statutory reserve, at management’s option. These deposits do not include members’ shares and the transfers can be made as long as it is within the law requirements. The Credit Union must notify members that dormant accounts will be transferred according to the law. The announcement must be made within the Cooperative’s facilities and through a Puerto Rico newspaper. The Credit Union is required to inform COSSEC the deposits to be transferred. After transference has been made, members will have another five-year period to withdraw the deposits or to lose it completely. The Cooperative is authorized to charge members the costs for newspaper notifications and other related costs to these dormant accounts. Page 9 “COOPERATIVA DE AHORRO Y CRÉDITO DE RINCÓN” NOTES TO FINANCIAL STATEMENTS JUNE 30, 2016 AND 2015 Tax exemption The Credit Unions’ and its subsidiaries are exempt from any kind of tax, which includes income, property, county and excise taxes. Also, no payment is required for permits, registration documents and any other services received from any of the governmental instrumentalities. Law Amendments Article 6.08 of Law 255 was amended by law #40 issued on June 30, 2013, which establishes that Credit Unions will not pay any kind of taxes, except sales and use taxes according to sections 4020.01, 4020.02 and 6080.14 of the Puerto Rico Tax Code. Also, Cooperatives will pay excise taxes in accordance with chapter 2, subtitle C of the Puerto Rico Tax Code. Contribution to “Liga de Cooperativas” Article 6.10 of Law 255 establishes that every Credit Union is required to pay no less than one tenth of one percent (.1%) from its Gross Revenues up to a maximum of $4,000 for Educational and other purposes regarding the Cooperative movement in Puerto Rico. In case, a Cooperative’s Gross Revenues exceeds four million dollars an additional contribution of 5% of net income up to a maximum of $6,000 will be made to the organization known as “Liga de Cooperativas”. Surplus Every Cooperative, with prior recommendation of its Board of Directors, will distribute to its members any accumulated surplus and the Cooperative might need the authorization of “COSSEC”. Dividends can be paid to members after making required contributions of earnings to other statutory reserves and/or any other voluntary appropriations decided by the Board of Directors based on future plans. Dividends are paid by an increase on members’ shares, not by cash, and are based on average share balance and sponsorship. Page 10 “COOPERATIVA DE AHORRO Y CRÉDITO DE RINCÓN” NOTES TO FINANCIAL STATEMENTS JUNE 30, 2016 AND 2015 Statutory Reserve Law No. 255, Article 6.02, establishes that Credit Unions are required by regulation to maintain a statutory reserve. This reserve, which represents a regulatory restriction of retained earnings, is not available for the payment of dividends. Starting January 1, 2011 all Credit Unions must maintain a minimum statutory reserve of eight percent (8%) of total risky assets as defined by law 255. Failure to meet minimum requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Credit Union’s financial statements. Failure to meet minimum capital requirements would require the Credit Union to submit a plan of action to correct the shortfall. Any Credit Union with less than 8% of risky assets, as defined by law, is required to transfer 25% of Net Income until it reaches the minimum capital requirement. Any Credit Union with more than 8% regarding the statutory reserve is required to transfer only 5% of net income. In order to calculate the amount of statutory reserve needed as part of the already mentioned required 8%, the following items are taken into consideration: 1. Appropriations from statutory reserves required by law 6 issued in 1990. 2. Any other voluntary reserve created by the Credit Union, except amounts recorded as part of market value fluctuations regarding negotiable investments classified as available for sale. 3. Fifteen percent (15%) of undistributed earnings. 4. The amount recognized in the allowance for doubtful accounts, as probable losses on nondelinquent loan receivables. 5. Capital obligations issued by the Credit Union and any other financial instruments authorized by COSSEC. 6. Other items approved by COSSEC. Based on Regulation, the Cooperative must disclose to members the calculation regarding the required 8% according to Law 255. The computation to determine compliance with the require percentage of the statutory reserve is based on statutory requirements and the amounts presented are not required by United States Generally Accepted Principles (GAAP). The amounts to determine compliance with statutory requirements is disclosed as follows: Page 11 “COOPERATIVA DE AHORRO Y CRÉDITO DE RINCÓN” NOTES TO FINANCIAL STATEMENTS JUNE 30, 2016 AND 2015 Elements of Statutory Reserve (Based on statutory requirements not required by United States Generally Accepted Accounting Principles (GAAP)) 2016 2015 $26,527,821 $26,137,451 872,665 1,125,000 Other voluntary reserves 5,099,261 3,500,000 Amount reserved for nondelinquent loans 1,647,492 2,691,000 $34,147,239 $33,453,451 $572,653,496 $633,805,659 7,667,298 7,830,000 $580,320,794 $641,635,659 (1,100,390) (1,106,440) 100% of loan balances fully guaranteed, unconditionally, by the Puerto Rico Government or its agencies or by the United States Government or its agencies. (109,917,046) (107,352,355) 100% of loan balances fully guaranteed by members' shares that are being withheld by the Credit Union and cannot be withdrawn until loan balances are paid off. (43,086,384) (42,602,628) 100% of the amount invested in the Public Corporation for the Supervision and Insurance of Puerto Rico Credit Unions (known as “COSSEC” its Spanish acronym) (6,313,055) (6,140,507) Statutory reserve (Appropriated) Accumulated earnings (Based on statutory requirements not GAAP) Total statutory reserve (A) ASSETS - ELEMENTS OF RISK Total Assets (Based on statutory requirements not GAAP) plus provision for loan losses Total adjusted assets Less: Assets with no risk (0%) as defined by Law 255 100% of change fund received and in transit Page 12 “COOPERATIVA DE AHORRO Y CRÉDITO DE RINCÓN” NOTES TO FINANCIAL STATEMENTS JUNE 30, 2016 AND 2015 Assets with 20% risk as defined by Law 255 (14,020,957) (46,384,840) 80% Interest receivable from on demand deposits accounts and investments (1,988,245) (2,299,088) 80% of loans to non-members fully guaranteed by liquid assets, which remain as guarantee of the loan as provided in Article 2.03 (a)(2). (8,191,812) (8,087,126) 80% of debt instruments issued and guaranteed by the Puerto Rico Government or its agencies or by the United States Government or its agencies. These debt instruments are not explicitly and unconditionally guaranteed by the Puerto Rico or United States government, including the following entities: Federal Home Loan Mortgage Corporacion (FHLMC), Federal National Mortgage Association (FNMA), Farm Credit System, Federal Home Loan Bank System, and Student Loan Marketing Association. (139,483,200) (162,267,871) 80% of on demand deposits, loan balances, debt instruments issued and secured or guaranteed by any of Puerto Rico or United States financial institutions, including "Banco Cooperativo". Shares issued by regular for profit corporations are excluded from these amounts. (76,608,235) (70,248,236) 80% of acquisition cost of real property or appraisal value based on an appraisal report issued by a qualified professional, whichever is lower. These real properties must be used or in process to be used as an office facility, branch, service center, parking or any other necessary facilities. The amounts to be included must be presented net of any related debt, directly secured by the real property owned by the Cooperative. (4,056,373) (3,624,937) (56,878) (77,988) (625,794) (595,071) 80% of on demand deposits 80% of prepaid insurance related to the Credit Union's risks 80% of common or preferred stock invested in other Cooperative entities known as "Banco Cooperativo", "Cooperativa de Seguros Múltiples" and "Cooperativa de Seguros de Vida. This amount is included as long as the investment maintains its par value, according to the financial statements and are redeemable. Page 13 “COOPERATIVA DE AHORRO Y CRÉDITO DE RINCÓN” NOTES TO FINANCIAL STATEMENTS JUNE 30, 2016 AND 2015 Assets with 50% risk as defined by Law 255 50% of loan balances fully guaranteed by residential properties acquired through first mortgages and used as a principal residence by any family. These loans do not have to qualify to be sold in the secondary mortgage markets but cannot be delinquent. (5,184,145) (3,412,498) 50% of loan balances fully guaranteed by Commercial properties. These loans do not have to qualify to be sold in the secondary mortgage markets but cannot be delinquent. (1,572,049) (1,846,257) 50% of total investment in other Cooperative entities knows as "Liga de Cooperativas", "Cooperativa de Servicios Fúnebres" and "Fondo de Inversión y Desarrollo Cooperativo". (642,545) (642,545) $167,473,685 $184,947,272 20.39% 18.09% Total assets at risk (B) Percentage of Statutory Reserve to total statutory assets as risk (A/B) Restricted Cash – Minimum requirements for liquidity Law No. 255, Article 6.07, establishes that Credit Unions are required by regulation to maintain a statutory liquidity. In order to maintain the minimum requirements for Restricted Cash, law 255 specifies the amounts that must be reserved for liquidity purposes. The requirements and details are disclosed as follows: 1. Thirty-five percent (35%) of the Statutory Reserve must be maintained in liquid assets. 2. Fifteen percent (15%) of total deposits and savings on demand will be maintained in liquid funds. 3. Fifteen percent (15%) of total certificates of deposits; excluding those certificates with maturity within 30 days, in which case, twenty-five percent will be maintained. Certificates of deposits that serve as collateral for loans will not be taken into consideration. 4. The Credit Union must accumulate, on a monthly basis, 8.33% of total Christmas and Summer club and any other savings reserved for special events. The 8.33% accumulation ends, when it reaches 100% of total Christmas and Summer club. 5. Fifteen percent of any other financial instrument not included previously. Information regarding available funds and statutory liquidity (restricted cash) is disclosed as follows: Page 14 “COOPERATIVA DE AHORRO Y CRÉDITO DE RINCÓN” NOTES TO FINANCIAL STATEMENTS JUNE 30, 2016 AND 2015 Description Available funds Cash, checking and savings accounts Certificates of deposit Negotiable investments Accrued interest Cross pledged investments and savings Total available funds Statutory liquidity 35% of statutory reserve 15% of on demand deposits net of Cross-investments and pledged deposits 25% of certificates due within 30 days Accumulated christmas and summer deposits Total statutory liquidity Excess 2016 2015 $36,276,877 72,661,294 144,968,216 2,485,306 (3,050,000) $253,341,693 $59,087,490 81,960,295 173,374,233 2,873,860 $317,295,878 9,284,737 9,148,108 41,509,772 3,580,278 2,099,700 $56,474,487 46,486,871 3,554,599 2,805,872 $61,995,450 $196,867,206 $255,300,428 Statutory accounting principles The Credit Union prepares its financial statements in accordance with statutory accounting principles required by COSSEC. These accounting principles differ in some aspects from generally accepted accounting principles used in United States of America and Puerto Rico. The main difference is related to the financial presentation of members’ shares which are included as part of members’ equity. In addition, Law 220 establish a difference accounting treatment for the negotiable investments. Special Investments Law The Law 220 of December 15, 2015, amended the Law 255 of October 28, 2002, to provide a different accounting treatment from the requirements by the Generally Accepted Accounting Principles in the United States of America. The Credit Union Management, adopt the accounting principles established by the Law 220. Below are the requirements of the law: 1) Classification of investments in debt instruments issued by the Commonwealth of Puerto Rico, its agencies and public corporations as "Special Investments". 2) Recording of Special investments in the Credit Union accounting at its amortized cost regardless of their classification in the financial statements. Amortized cost is defined as the amount paid for the investment, plus the amount of incidental costs in the acquisition. In addition, there will be no unrealized losses related to Special Investments. Page 15 “COOPERATIVA DE AHORRO Y CRÉDITO DE RINCÓN” NOTES TO FINANCIAL STATEMENTS JUNE 30, 2016 AND 2015 3) Any loss related to Special investments may be amortized over a period not exceeding 15 years. The amortization period will be defined by the Board of Directors of each Credit Union, with the recommendations of the Executive President, the financial and investment advisers of the Institution, as long as those consultants are part of any sale or settlement on the Special Investments. 4) Disclosure in the notes of the financial statements about the market value of these investments and the method in which the Credit Union will apply Law 220 to the "Special Investments". 5) The Board of Directors of each Credit Union that possess Special Investments, shall designate a Special Investments Committee including three (3) members of the Board of Directors, the Executive President and another managerial employee selected by the Executive President. The Special Investments Committee will be responsible for monitoring the performance and values of Special Investments, considering the market condition of these financial instruments. 6) Creation of a Temporary Statutory Reserve of ten percent (10%) of the unrealized losses of the Special Investments, plus additional contributions based on other statutory requirements. 7) COSSEC shall not impose sanctions or penalties to any Credit Union, member of any board, managerial officers, or employees due to the decision of approving these Special Investments. Disclosure requirements by Law 220 The investment portfolio of the Credit Union includes a material amount of instruments issued by the Government of the Commonwealth of Puerto Rico and its instrumentalities. At the date of these financial statements, the market value of these investments is $24,644,953. In order to meet these circumstances, the Puerto Rico Public COSSEC has adopted a special rule that requires the Credit Unions to report the bonds of the Government of the Commonwealth of Puerto Rico and its instrumentalities in a uniform manner as Held to Maturity Investments and in case of a loss in these investments, it may be amortized over a period of up to fifteen (15) years. The Credit Union has a devaluation of $11,085,025 on its investments as a result of an analysis performed by an expert. The Credit Union will have to establish a Special Investment Committee, as established in Law 255 that will supervise and evaluate on a continuous basis, the portfolio of bonds of the Commonwealth of Puerto Rico. In addition, it will make an additional contribution to the capital structure of the Credit Union. The following is a statement of the situation that includes the differences between the items as required by the General Accounting Principles of the United States of America and the items as required by Statutory Accounting. Page 16 “COOPERATIVA DE AHORRO Y CRÉDITO DE RINCÓN” NOTES TO FINANCIAL STATEMENTS JUNE 30, 2016 AND 2015 JUNE 30,2016 "US GAAP" Change Statutory ASSETS Cash, savings accounts and certificate of deposits $108,938,171 - $108,938,171 Negotiable Investments: Held to Maturity Investments 163,268,975 Special Investments - (46,009,975) 117,259,000 57,095,000 57,095,000 Loans receivables net of allowance for doubtful accounts 265,897,052 - 265,897,052 Property and Equipment net of accumulated depreciation 6,594,043 - 6,594,043 Other Cooperative entities 9,314,698 - 9,314,698 Accumulated interest, account receivables and other assets 7,555,532 - 7,555,532 Total Assets $561,568,471 $11,085,025 $572,653,496 LIABILITIES AND MEMBERS' EQUITY Liabilities Members and non-member deposits $532,617,688 Accounts payable and accrued expenses (See note 11) 2,551,102 Total Liabilities ($223,157,944) - $309,459,744 2,551,102 $535,168,790 ($223,157,944) $312,010,846 Members' Equity Members' Shares - $223,157,944 223,157,944 Accumulated earnings (Deficit) (3,277,628) 9,095,394 5,817,766 Other Reserves 3,539,858 1,599,261 5,139,119 26,137,451 390,370 26,527,821 Statutory Reserve Total Members' Equity Total Liabilities and Members' Equity Page 17 $26,399,681 $234,242,969 $260,642,650 $561,568,471 $11,085,025 $572,653,496 “COOPERATIVA DE AHORRO Y CRÉDITO DE RINCÓN” NOTES TO FINANCIAL STATEMENTS JUNE 30, 2016 AND 2015 The following is an income statement that includes the differences between the items as required by the General Accounting Principles of the United States of America and the items as required by Statutory Accounting. FOR THE YEAR ENDED ON JUNE 30, 2016 "US GAAP" Change Statutory $18,325,744 - $18,325,744 8,597,737 - 8,597,737 26,923,481 - 26,923,481 Interest Income from Loans Income from Investments and savings accounts Total Interest Expenses Savings and Certificates (11,437,882) 7,500,000 (3,937,882) Net Interest Income 15,485,599 7,500,000 22,985,599 Less Provision for loan losses (4,302,246) Net interest income after provision for Loan Losses 11,183,353 Other Income (See note 12) 1,246,977 Net Income before General and Administrative Expenses 12,430,330 General and Administrative Expenses 12,122,933 Investments devaluation 11,085,025 Net Income (Loss) ($10,777,628) Page 18 7,500,000 7,500,000 (11,085,025) $18,585,025 (4,302,246) 18,683,353 1,246,977 19,930,330 12,122,933 $7,807,397 “COOPERATIVA DE AHORRO Y CRÉDITO DE RINCÓN” NOTES TO FINANCIAL STATEMENTS JUNE 30, 2016 AND 2015 GENERALLY ACCEPTED ACCOUNTING PRINCIPLES OF UNITED STATES OF AMERICA Pervasiveness of Estimates The preparation of financial statements in conformity with generally accepted accounting principles of United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Reclassification In the accompanying financial statements, certain 2015 figures were reclassified to conform to the 2016 presentation. Cash and cash equivalents For purposes of the statements of cash flows the Credit Union considers all highly liquid financial instruments with original maturities of three months or less as cash equivalents. Investments Management determine the classification of investments in debt securities as: 1) Trading securities, 2) Available for sale and 3) Held to Maturity. Held to maturity Securities, for which management has the intent and the ability to hold to maturity. These investments are reported at cost, adjusted for amortization of premiums and accretion of discounts, which are recognized as adjustments to interest income. Available for sale investment securities, that could be sold at any time in response to economic and strategic factors. These securities are reported at fair market value. Unrealized gains and losses on securities available for sale are recognized as a direct increase or decrease in other comprehensive income. Investments are made in accordance with the credit union's policies, which incorporate the regulations of COSSEC; hence, they are principally in low risk instruments. However, since 2009 Puerto Rico Credit Unions are authorized to invest in Puerto Rico bonds, even though, those bonds are classified as risky. Gains or losses on disposition are based on the net proceeds and the adjusted carrying amount of the securities sold, using the specific identification method. Premiums and discounts are amortized or accreted using the straight line or effective interest method. Interest income is recorded on an accrual basis. Page 19 “COOPERATIVA DE AHORRO Y CRÉDITO DE RINCÓN” NOTES TO FINANCIAL STATEMENTS JUNE 30, 2016 AND 2015 The Credit Union adopted the accounting pronouncements which provides a framework for measuring fair value, and further defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Credit Union determines the fair values of its financial instruments based on the fair value established by the accounting principles, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. This framework describes three levels of inputs that may be used to measure fair value. Level 1 asset and liability fair values are based on quoted prices in active markets for identical assets and liabilities. Level 2 asset and liability fair values are based on observable inputs that include: quoted market prices for similar assets or liabilities; quoted market prices that are not in an active market; or other inputs that are observable in the market and can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 assets and liabilities are financial instruments whose value is calculated by the use of pricing models and/or discounted cash flow methodologies, as well as financial instruments for which the determination of fair value requires significant management judgment or estimation. Foreclosed assets Properties foreclosed due to delinquency are recorded based on the lower of loan value or the property’s market value. The Cooperative classifies the market value of repossessed assets by using level 3 already mentioned according to accounting pronouncements. Total net value of foreclosed assets amounted to $4,789,006 as of June 30, 2016. Other Cooperative entities Investments in other cooperative entities are not negotiable and are recorded at cost reduced by any permanent impairment, if it does apply. Dividends received are recorded as an increase in asset value. Loans Receivable and Allowance for Loan Losses Loans receivable are stated at unpaid principal balances, less an allowance for loan losses. Interest on loans is recognized over the term of the loan and is calculated using the simple interest method on principal amounts outstanding. Except for delinquent loans over ninety days or more, where no calculations are made. Page 20 “COOPERATIVA DE AHORRO Y CRÉDITO DE RINCÓN” NOTES TO FINANCIAL STATEMENTS JUNE 30, 2016 AND 2015 The Allowance for Loan Losses is increased by charges to income and decreased by charge offs (net of recoveries). Management's periodic evaluation of the adequacy of the allowance is based on the Credit Union's past loan-loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower's ability to repay, estimated values of any underlying collateral and current economic conditions. In addition, the Credit Union’s regulator, as an integral part of its examination process, periodically reviews the Credit Union’s allowance for losses on loans. The regulator may require the Credit Union to recognize additions to the allowance based on their judgments of information available to them at the time of their examination. State Credit Unions must follow accounting practices regarding the allowance based on guidance provided through a bylaw known as “Reglamento 8665” and by following “COSSEC” letter to Credit Unions” #2012-04 and #2012-06. Accrual of interest on a loan is discontinued when management believes, after considering economics, business conditions, and collection efforts that the borrower's financial condition is such that collection of interest is doubtful. Uncollectible interest previously accrued is charged off or an allowance is established by means of a charge to interest income. Income is subsequently recognized only to the extent cash payments are received until in management's judgment, the borrower's ability to make periodic interest and principal payments is back to normal, in which case the loan is returned to accrual status. Financial statement disclosures related to the credit quality of loan receivables The Credit Union has established policies to evaluate application for loans using, among other information, credit scores available through service providers and any other information in order to receive enough information regarding the credit quality of the loan portfolio. In case the Credit Union provides Commercial Loans, the following aspects must be taken into consideration to evaluate associated risks within the loan portfolio: Without exception – Debtor has adequate capital and ability to repay the loan, by following the initial agreement signed and as part of the normal course of businesses. Monitoring - The loan has proper collateral and is being paid according to agreement, but with the probability to become delinquent. The debtor's financial position is becoming risky and cash flow is beginning to become affected. Also, the Cooperative has unavailable recent financial information and industry risks. These circumstances may cause possible future default on payments. Page 21 “COOPERATIVA DE AHORRO Y CRÉDITO DE RINCÓN” NOTES TO FINANCIAL STATEMENTS JUNE 30, 2016 AND 2015 Substandard - The loan does not have adequate guarantees due to the negative effects on the market value of properties that serve as collateral and low profitability. The member has a weak financial condition which affects loan repayment. There is a high probability that the Credit Union may not receive total agreed payments and impairment must be recognized on these loan receivables. Also, no accrued interest will be recognized and payments received will be charged directly to loan principal. Doubtful – The loan has the same characteristics as the ones presented in the “Substandard” category. In addition, the collectability is highly unlikely and the possibility of loss is extremely high. At this level, there may be some specific conditions that may enhance the likelihood of repayment of the loan. These conditions include an additional capital contribution, new collateral, and refinancing or liquidation proceedings. The loan has not been lost until assessing the effect of the specific conditions listed above. Also, no accrued interest will be recognized and payments received will be charged directly to loan principal. Property and Equipment Property and Equipment are recorded at cost or in the case of assets under capital leases at the present value of future minimum lease payments. The cost of property and equipment is depreciated following the straight-line method. This method distributes ratably the asset cost over its estimated useful live. Maintenance and repairs are charged to operations and betterments and/or renewals are capitalized. When property and equipment are sold or otherwise disposed of, the asset account and related accumulated depreciation account are relieved, and any gain or loss is included in operations. Art collections are capitalized at their cost at the date of purchase or, if the items were contributed, at their fair or appraised value at the contribution date. Impairment of Long-lived Assets According to require accounting pronouncements the Credit Union periodically reviews longlived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. No indications of impairment are evident as a result of such reviews as of June 30, 2016. Members’ Savings The savings’ rates are set by the Trustee based on an evaluation of current and future market conditions and may vary among 1.00% and 3.10%. The Cooperative process withdrawals on any given day following policies approved. Also, Christmas and Summer Club are due on November and May respectively, with an interest rate of 3.10%. Page 22 “COOPERATIVA DE AHORRO Y CRÉDITO DE RINCÓN” NOTES TO FINANCIAL STATEMENTS JUNE 30, 2016 AND 2015 Members’ Shares The internal bylaws require members to buy at least 12 shares with $10 par value every year in order to maintain current status as members of the Credit Union. The Cooperative does not issue share certificates, but maintain a detail of transactions performed by every member. Members' share and savings accounts are subordinated to all other liabilities of the Credit Union upon liquidation. Revenue and Expense Recognition Revenue is generally recognized when earned and expenses are recognized when incurred. Funds received in advance are deferred and recognized as income in the year are earned. Comprehensive income Management adopted the accounting pronouncement which requires the disclosure of comprehensive income elements. This information includes the net loss and other changes in members’ equity that comes from other sources. The comprehensive income is as follows: "COOPERATIVA DE AHORRO Y CRÉDITO DE RINCÓN" STATEMENTS OF COMPREHENSIVE INCOME YEAR ENDED ON JUNE 30 2016 Net Loss $7,807,397 Other comprehensive: Unrealized loss on investments classified as held to maturity impaired at year end (based on ASC 320-10-45-9) Total (21,365,022) ($13,557,625) Page 23 “COOPERATIVA DE AHORRO Y CRÉDITO DE RINCÓN” NOTES TO FINANCIAL STATEMENTS JUNE 30, 2016 AND 2015 Note 2: Cash and cash equivalents. Cash and cash equivalents are disclosed as follows: Description Change fund Checking and savings accounts Money market accounts Certificates of deposits with maturities with an original maturity of three months or less Total cash and cash equivalents 2016 2015 $1,100,390 11,501,405 576,082 $1,106,440 44,825,753 880,297 23,099,000 12,275,000 $36,276,877 $59,087,490 Note 3: Certificates of Deposits with due dates over three months. The certificates of deposits consist of investments in local banks, with due dates over three months. The average yield is 1.65%. The due dates of these certificates are as follows: Description One year or less More than one year and less than three More than three years and less than five Total certificates 2016 2015 $41,660,129 26,001,165 5,000,000 $60,610,165 16,200,129 11,000,000 $72,661,294 $87,810,294 Note 4: Investments The application of Law 220 exposes the performance of Puerto Rico bonds at its amortized cost. The amount situated with losses under special amortization represents the impairment that is amortized up to a maximum of fifteen years. The average yield of all negotiable instruments is 5.38%. The amortized cost and estimated market values of investments in debt securities, classified as Held to Maturity, at June 30, 2016 and 2015 are as follows: June 30, 2016 Negotiable investments classified as Held to Maturity Investments in Bonds issued by Puerto Rico and/or its agencies Amortized Cost $57,095,000 Page 24 Realized Loss (Impaired) ($11,085,025) Unrealized Loss ($21,365,022) Market Value $24,644,953 “COOPERATIVA DE AHORRO Y CRÉDITO DE RINCÓN” NOTES TO FINANCIAL STATEMENTS JUNE 30, 2016 AND 2015 June 30, 2016 Negotiable investments classified as Held to Maturity Amortized Cost Investments in Bonds issued by Municipalities located in United States $117,259,000 $3,278,372 ($18,581) $120,518,791 $117,259,000 $3,278,372 ($18,581) $120,518,791 Totals Unrealized Gains Unrealized Loss Market Value June 30, 2015 Negotiable investments classified as Held to Maturity Amortized Cost Unrealized Gains Unrealized Loss Market Value Investments in Bonds issued by Puerto Rico and/or its agencies $65,240,000 - ($27,857,368) $37,382,632 Investments in Bonds issued by Municipalities located in United States 137,594,839 - (1,603,238) 135,991,601 $202,834,839 - ($29,460,606) $173,374,233 Totals Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without penalties. The amortized cost and the market value of all investment securities as of June 30, 2016 and 2015 by contractual maturities are shown below. June 30, 2016 Special Invesments classified by Law 220 One year or less More than one year and less than five More than five, less than ten More than ten years Totals Page 25 Amortized Cost Market Value $7,000,000 6,000,000 44,095,000 $2,677,400 1,740,000 22,904,953 $57,095,000 $24,644,953 “COOPERATIVA DE AHORRO Y CRÉDITO DE RINCÓN” NOTES TO FINANCIAL STATEMENTS JUNE 30, 2016 AND 2015 June 30, 2016 Negotiable investments classified as Held to Maturity Amortized Cost Five years or less More than five, less than ten More than ten years Totals June 30, 2015 Market Value Amortized Cost Market Value $21,090,000 44,147,510 52,021,490 $25,350,000 44,903,928 50,264,863 $23,395,000 66,465,000 112,974,839 $16,561,432 66,399,589 90,413,212 $117,259,000 $120,518,791 $202,834,839 $173,374,233 Note 5: Loans Receivable The composition of loans to members is as follows: Description 2016 2015 $3,144,099 930,971 $4,075,070 $3,692,513 972,077 $4,664,590 Consumer loans Personal Emergency Credit cards Insurance and appliances loans Guaranteed with members' deposits Mortgage Vehicles Total consumer loans $90,687,939 12,097,979 3,652,543 43,482 10,851,136 134,019,500 18,136,701 $269,489,280 $93,229,131 12,471,056 3,812,672 80,738 10,108,909 133,975,016 9,922,442 $263,599,964 Total loans Loan origination costs capitalized $273,564,350 (7,667,298) $268,264,554 (7,830,000) Net loans $265,897,052 $260,434,554 Commercial loans Companies Not for profit organizations Total commercial loans Page 26 “COOPERATIVA DE AHORRO Y CRÉDITO DE RINCÓN” NOTES TO FINANCIAL STATEMENTS JUNE 30, 2016 AND 2015 Methodology used for compute the Provision for Possible Losses on Consumer Loans For consumer loans, the estimated percentage method used the guidelines provided in the Regulation No. 8665 (“Regulation on Accounting Standards for Credit Unions”). Furthermore, risk factors, as experience and management factors were compared. A summary of the activity in the Allowance for loan losses is as follows: June 30, 2016 Consumer Commercial Total Balance at beginning of year Bad Debt Expense Write – off Loans Recoveries $7,317,847 4,302,246 (4,902,183) 437,235 $512,153 - $7,830,000 4,302,246 (4,902,183) 437,235 Balance at year end $7,155,145 $512,153 $7,667,298 Consumer Commercial Total Balance at beginning of year Bad Debt Expense Write – off Loans Recoveries $6,128,633 4,506,485 (3,928,868) 611,597 $512,153 - $6,640,786 4,506,485 (3,928,868) 611,597 Balance at year end $7,317,847 $512,153 $7,830,000 June 30, 2015 Characteristics of Loan Portfolio credit quality, which includes Commercial and Consumer Loans. The Credit Union has different types of consumer loans with different credit risks. Delinquency, scoring and collateral values are indicators of the credit quality taken into consideration by management when the allowance for doubtful accounts is recorded as an estimate for probable losses. The main factor taken into consideration is delinquency among loan types and the percentage of probable losses following the bylaw known as “Reglamento 8665”. The percentage method applied, provides an estimate based on aged receivables. The following table summarizes Commercial loans according to their risks and classification: Page 27 “COOPERATIVA DE AHORRO Y CRÉDITO DE RINCÓN” NOTES TO FINANCIAL STATEMENTS JUNE 30, 2016 AND 2015 Nota 5 CC June 30, 2016 Without exception Monitoring Substandard Doubtful Total Companies Not for profit organizations $3,144,099 930,971 - - - $3,144,099 930,971 Totals $4,075,070 - - - $4,075,070 June 30, 2015 Without exception Monitoring Substandard Doubtful Total Companies Not for profit organizations $3,692,513 972,077 - - - $3,692,513 972,077 Totals $4,664,590 - - - $4,664,590 The following table summarizes the aged receivable on Commercial and Consumer Loans as of June 30, 2016: Age Analysis of Loan to Members Receivables by Category Nota 5 CC June 30, 2016 Current or 0-60 61-180 181-365 365 or more 90+ & NonTotal accumulating Companies Not for profit organizations $3,144,099 930,971 - - - $3,144,099 930,971 - Total comercial loans $4,075,070 - - - $4,075,070 - Personal and others Credit cards Mortgage Vehicles $107,165,652 3,318,910 129,617,976 18,096,866 $3,599,225 44,022 1,800,099 26,540 $1,662,918 119,375 2,054,929 13,295 $1,252,741 170,236 546,496 - $113,680,536 3,652,543 134,019,500 18,136,701 $4,715,272 311,622 3,501,475 26,565 Total consumer loans $258,199,404 $5,469,886 $3,850,517 $1,969,473 $269,489,280 $8,554,933 Total loans $262,274,474 $5,469,886 $3,850,517 $1,969,473 $273,564,350 $8,554,933 Page 28 “COOPERATIVA DE AHORRO Y CRÉDITO DE RINCÓN” NOTES TO FINANCIAL STATEMENTS JUNE 30, 2016 AND 2015 The following table summarizes the aged receivable on Commercial and Consumer Loans as of June 30, 2015: Age Analysis of Loan to Members Receivables by Category June 30, 2015 Current or 0-60 61-180 181-365 365 or more 90+ & NonTotal accumulating Companies Not for profit organizations $3,692,513 972,077 - - - $3,692,513 972,077 - Total comercial loans $4,664,590 - - - $4,664,590 - Personal and others Credit cards Mortgage Vehicles $108,475,800 3,550,584 129,836,049 9,882,856 $1,327,040 63,889 1,688,913 - $2,862,344 70,798 1,101,913 - $3,224,650 $115,889,834 127,401 3,812,672 1,348,141 133,975,016 39,586 9,922,442 $7,025,711 262,088 3,914,704 39,586 Total consumer loans $251,745,289 $3,079,842 $4,035,055 $4,739,778 $263,599,964 $11,242,089 Total loans $256,409,879 $3,079,842 $4,035,055 $4,739,778 $268,264,554 $11,242,089 The following table summarizes the loan segregation based on scoring numbers per loan type as of June 30, 2016 and 2015: Page 29 “COOPERATIVA DE AHORRO Y CRÉDITO DE RINCÓN” NOTES TO FINANCIAL STATEMENTS JUNE 30, 2016 AND 2015 Otros TOTALES $826,216 - - $3,144,099 930,971 $789,512 $826,216 - $4,075,070 $12,823,700 15,812,361 1,815,385 412,024 $21,547,795 26,092,954 3,135,479 692,328 $59,465,848 68,407,978 7,369,914 1,910,631 $3,953,084 $113,680,536 544,560 134,019,500 18,136,701 2,663,742 3,652,543 127,012 $42,714,484 $30,863,470 $51,468,556 $137,154,371 $7,288,398 $269,489,280 $44,774,722 $31,262,574 $52,258,068 $137,980,587 $7,288,398 $273,564,350 <600 601-650 651-700 701+ $9,058,256 11,713,227 346,350 323,899 $9,107,788 11,559,116 651,396 248,540 $17,426,457 18,295,864 1,291,614 563,531 $43,646,742 61,810,133 3,269,892 1,307,173 <600 601-650 651-700 701+ Companies Not for profit organizations $1,129,267 930,971 $399,104 - $789,512 - Total comercial loans $2,060,238 $399,104 Personal and others Mortgage Vehicles Credit cards $15,890,109 23,161,647 3,152,181 510,547 Total consumer loans Total loans June 30, 2016 June 30, 2015 Personal and others Mortgage Vehicles Credit cards Total loans $21,441,732 Otros TOTALES $36,650,591 $115,889,834 30,596,676 133,975,016 4,363,190 9,922,442 1,369,529 3,812,672 $21,566,840 $37,577,466 $110,033,940 $72,979,986 $263,599,964 The following information presents a detail of loan to value to mortgage credit: Balance of Loan to value June 30, 2016 First Mortgage 0-80% 81-90% 91-100% >100% $96,472,340 $31,236,850 $2,504,700 $3,805,610 Page 30 Total $134,019,500 “COOPERATIVA DE AHORRO Y CRÉDITO DE RINCÓN” NOTES TO FINANCIAL STATEMENTS JUNE 30, 2016 AND 2015 June 30, 2015 First Mortgage 0-80% 80-90% 90-100% >100% $94,854,133 $28,849,089 $1,765,215 $8,506,579 Total $133,975,016 The following table includes the recorded investment and unpaid principal balances for impaired loans receivables with associated allowance amount. The Credit Union determined the specific allowance based on the associated risks and the percentage method applied. End of the year 2016 Description Personal and others Credit cards Mortgages Vehicles Total loans Principal Balance unpaid End of the year 2015 Specific Principal Allowance Balance unpaid Specific Allowance $6,514,884 333,633 4,401,524 39,835 $4,158,142 238,730 766,428 9,838 $7,414,034 262,088 4,138,967 39,586 $4,225,045 130,680 758,269 39,393 $11,289,876 $5,173,137 $11,854,675 $5,153,387 Restructured loans In situations where, for economic or legal reasons related to a member's financial difficulties, the Credit Union grants a concession for other than an insignificant period of time to the member that the Credit Union would not otherwise consider, the related loan is classified as a troubled debt restructuring (TDR). The Credit Union strives to identify members in financial difficulty early and work with them to modify to more affordable terms before their loan reaches nonaccrual status. In cases where the Credit Union grants to the member new terms that provide for a reduction of either interest or principal (on non-collateral dependent loans) measures any impairment based on the present value of expected future cash flows at the loan effective interest rate. The following information presents the restructured loans by category and by concessions provided: Page 31 “COOPERATIVA DE AHORRO Y CRÉDITO DE RINCÓN” NOTES TO FINANCIAL STATEMENTS JUNE 30, 2016 AND 2015 Restructured Loans Delinquent Restructured Loans Loan Amount Principal Balance Specific allowance Personal and others Mortgages 336 44 $5,383,060 6,744,211 Total consumer loans 380 June 30, 2016 Loan Amount Principal Balance Specific allowance $865,000 700,000 71 8 $1,151,937 971,884 $786,000 243,000 $12,127,271 $1,565,000 79 $2,123,821 $1,029,000 Restructured Loans Delinquent Restructured Loans Loan Amount Principal Balance Specific allowance Personal and others Mortgages 242 47 $4,093,432 6,824,996 Total consumer loans 289 June 30, 2015 Loan Amount Principal Balance Specific allowance $456,717 1,689,708 32 4 $600,530 738,500 $310,204 149,624 $10,918,428 $2,146,425 36 $1,339,030 $459,828 CONCESSIONS PROVIDED AMONG RESTRUCTURED LOANS June 30, 2016 Interest Rate Due date Principal Reduction Others Total Personal and others Mortgages - $5,383,060 6,744,211 - - $5,383,060 6,744,211 Total - $12,127,271 - - $12,127,271 Page 32 “COOPERATIVA DE AHORRO Y CRÉDITO DE RINCÓN” NOTES TO FINANCIAL STATEMENTS JUNE 30, 2016 AND 2015 CONCESSIONS PROVIDED AMONG RESTRUCTURED LOANS June 30, 2015 Interest Rate Due date Principal Reduction Others Total Personal and others Mortgages - $4,093,432 6,824,996 - - $4,093,432 6,824,996 Total - $10,918,428 - - $10,918,428 Note 6: Interest and other accounts receivable This item consists of the following: Description Accrued interest on loans Accrued interest on investments Other account receivables Interest and other accounts receivable 2016 2015 $1,014,345 1,470,961 34,431 $1,134,230 1,739,630 199,454 $2,519,737 $3,073,314 Note 7: Property and Equipment This item consists of the following: Description 2016 2015 Building and Improvements Furniture and fixtures Vehicles Computer Programs Total Less accumulated depreciation $7,100,214 1,099,032 68,182 2,830,962 11,098,390 (4,679,347) $6,382,046 875,586 68,182 2,371,558 9,697,372 (4,208,885) Land Property and Equipment net 175,000 $6,594,043 175,000 $5,663,487 Page 33 “COOPERATIVA DE AHORRO Y CRÉDITO DE RINCÓN” NOTES TO FINANCIAL STATEMENTS JUNE 30, 2016 AND 2015 Note 8: Other Cooperative entities This item consists of the following: Description Investment in "Banco Cooperativo" "Cooperativa de Seguros Múltiples" "Cooperativa de Seguros de Vida (COSVI)" "Fondo de Inversión y Desarrollo Cooperativo" "Depósito de seguro sobre acciones (COSSEC)" "Liga de Cooperativas" "Federación de Cooperativas" "Servicios Fúnebres" and Others "Circuito Cooperativo e Integracoop" "Usicoop" Total other Cooperative entities 2016 2015 $672,473 109,770 851,250 1,285,089 6,313,055 1,011 1,000 5,050 1,000 75,000 $638,797 105,043 851,250 1,285,089 6,140,507 1,011 1,000 5,050 6,000 75,000 $9,314,698 $9,108,747 2016 2015 $127,598 4,789,006 7,515 42,000 28,220 41,456 $135,729 5,571,402 10,000 12,000 23,347 40,456 $5,035,795 $5,792,934 Note 9: Other Assets This item consists of the following: Description Prepaid insurance Foreclosed assets net Other prepaid assets Retirement plan non-qualified Materials Bonds and deposits Total Other assets Note 10: Members’ deposits At June 30, 2016 schedule maturities of regular deposits, checking accounts and certificates of deposits are: Page 34 “COOPERATIVA DE AHORRO Y CRÉDITO DE RINCÓN” NOTES TO FINANCIAL STATEMENTS JUNE 30, 2016 AND 2015 Description Members' deposits Nonmembers' deposits Christmas and summer club Checking accounts Certificate of deposits Average interest rate 1.25% 0.50% 1.50% 0.00% 1.28% Totals 1 year or less 1 to 3 years more than three years Total $137,000,250 17,288,467 3,505,685 1,985,057 143,535,321 5,642,239 $137,000,250 17,288,467 3,505,685 1,985,057 502,726 149,680,286 $303,314,780 $5,642,239 $502,726 $309,459,745 Note 11: Accounts payable and accrued expenses This item consists of the following: Description Accounts payable Outstanding checks Income tax withholdings Money order payable Insurance payable Escrow accounts Dividends payable Other accounts payable Vacations, sickness and bonuses Accrued interest payable Other accrued expenses Accounts payable and accrued expenses Note 12: Other Income This item consists of the following: Page 35 2016 2015 $255,028 519,196 5,062 14,590 64,840 683,473 228,729 172,027 350,344 226,168 31,645 $326,012 204,589 10,585 37,494 14,875 602,749 244,743 136,276 278,135 212,997 47,703 $2,551,102 $2,116,158 “COOPERATIVA DE AHORRO Y CRÉDITO DE RINCÓN” NOTES TO FINANCIAL STATEMENTS JUNE 30, 2016 AND 2015 Description Service Fees and Late charges Service charges Commissions Sponsorship Dividends Electronic transactions charges Sale of assets Other income Total other income Note 13: 2016 2015 $217,361 39,955 351,157 47,714 210,010 205,398 73,120 102,262 $276,762 20,525 334,703 49,169 217,178 138,541 114,993 60,142 $1,246,977 $1,212,013 Compensation and Fringe Benefits Pension and Health care plan The Cooperative has a defined contribution pension plan for all its employees. It is the responsibility of the trustee to keep the information as to the benefits accumulated for each employee. Also, the entity offers, as a fringe benefit, a health plan for qualified employees, it provides 80% of the premium costs for employees covered by the family plan and 100% of the premium costs for employees covered by the individual plan. The detail of salaries and fringe benefits is disclosed as follows: Description Salaries and compensation Vacations, sickness and bonuses Social security and other payroll benefits Pension plan Health plan Uniforms Allowances and reimbursements Insurance Compensation and fringe benefits Page 36 2016 2015 $2,632,924 366,242 264,486 293,450 293,974 3,353 35,441 47,445 $2,380,252 404,260 251,104 283,745 282,103 14,192 37,453 44,414 $3,937,315 $3,697,523 “COOPERATIVA DE AHORRO Y CRÉDITO DE RINCÓN” NOTES TO FINANCIAL STATEMENTS JUNE 30, 2016 AND 2015 Note 14: Other administrative expenses This item consists of the following: Description Bank charges MasterCard expenses Debit cards charges Directors Communications Utilities Rent Donations Postage Affiliation fees Sales and Use tax Losses due to foreclosed assets Property taxes Other additional expenses Total other administrative expenses Note 15: 2016 2015 $115,284 149,405 161,377 88,429 140,205 136,108 169,731 32,848 215,132 28,002 127,662 1,232,192 17,474 22,362 $126,075 139,808 88,137 78,717 157,809 235,093 73,133 31,498 188,415 25,045 52,205 731,212 100,463 23,650 $2,636,211 $2,051,260 Commitments and Contingencies Purchased mortgages The Cooperative purchased loan mortgages from another Credit Union. The agreement includes that the other Credit Union will collect and administer all related payments and will receive a fee for servicing provided to the Cooperative. These loans are with recourse and the agreement requires that delinquent loans over 90 days or more will be replaced by others with similar characteristics and / or repurchased. The balance of these loans as of June 30, 2016 is $1,475,530. Vehicle Loans Purchased The Cooperative purchased vehicle loans from two other Credit Unions. These Credit Unions will collect and administer all related payments and will receive a fee for services provided. These loans are without recourse up to 30 months, provided that delinquent loans over 90 days or more will be replaced by others with similar characteristics and / or repurchased. After the thirty (30) month period, the Cooperative will assume the full debt risk. The balance of these loans as of June 30, 2016 is $2,497,271. Page 37 “COOPERATIVA DE AHORRO Y CRÉDITO DE RINCÓN” NOTES TO FINANCIAL STATEMENTS JUNE 30, 2016 AND 2015 Lease During March 2015 the Cooperative signed two operating lease contracts to use a facility (as a branch) located in Mayagüez town. The contract requires a monthly payment of $5,558 for one lease and $12,402 for the other lease. The minimum payments for the next five years are disclosed as follows: Year 2017 2018 2019 2020 2021 Total Amount $215,520 $222,520 $222,520 $222,520 $222,520 $1,105,600 Lines of Credit - MasterCard The Credit Union is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its members and to reduce its own exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit. These instruments involve, to varying degrees, elements of credit and interest-rate risk in excess of the amount recognized in the statements of financial condition. The Credit Union’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual amount of those instruments. Commitments to extend credit are agreements to lend to a member as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses. Since many of the commitments may expire without being fully drawn upon, the total commitment amounts do not necessarily represent future cash requirements. As of June 30, 2016 the Cooperative had outstanding commitments for unused lines of credits and unused MasterCard for a total of $6,688,968, that are not reflected in the accompanying financial statements. The Credit Union evaluates each member credit union’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if any, is based on management’s credit evaluation of the member. Litigation In the normal course of businesses, the Credit Union is involved in litigation to recover delinquent loans. A member filed a lawsuit against the Credit Union. However, the Cooperative prevailed and if any probable future adverse outcome occurs, it will not be material for the financial statements. Page 38 “COOPERATIVA DE AHORRO Y CRÉDITO DE RINCÓN” NOTES TO FINANCIAL STATEMENTS JUNE 30, 2016 AND 2015 Concentration of Risk Deposits The Federal Deposit Insurance Corporation (FDIC) and the Public Corporation for the Supervision and Insurance of Puerto Rico Credit Unions (known as “COSSEC” its Spanish acronym) provides an insurance up to two hundred fifty thousand ($250,000) for deposits made in local and United States banks and state credit unions respectively. The amount of Deposits in excess of the insured limits was $104,031,099 and $140,783,685 as of June 30, 2016 and 2015, respectively. The Credit Union has nonfederal or state insured deposits in “Banco Cooperativo”. These deposits are necessary for members’ “MasterCard” transactions and any other operational needs. The total as of June 30, 2016 was $3,114,895. Also, the Credit Union has unsecured investments in “Cooperativa de Seguros Múltiples” and “COSVI”, which amounted to $961,020 and an unsecure investment in “Fidecoop” for a total of $1,285,089. Negotiable investments During February 2014 and subsequently the credit rating agencies downgraded Puerto Rico bonds, its agencies and Public Corporations to high risk levels. As of June 30, 2016 the Credit Union has $57,095,000 invested in Puerto Rico bonds (see note 4). Management hired an expert to evaluate the Puerto Rico bonds portfolio and to determine a probable impairment by using its best estimate of the present value of cash flows expected to be collected from these debt securities. After the expert outlined the factors that should be considered when determining whether a security is other than temporarily impaired, the final conclusion is that an impairment amounting to $11,085,025 must be recognized and included as a loss during the current fiscal period ended on June 30, 2016. The effect of this impairment is significant to the financial statements. However, management expects to see in the future corrective measures applied by the Puerto Rico and/or United States of America government to mitigate future losses. If debt restructure takes place, the amount recognized as impairment might be different in the future and estimates might have to be adjusted in the financial statements. The members’ equity remains positive and this loss does not affect the Credit Union’s financial stability. Note 16: Related Party Transactions Employees of the Credit Union have outstanding loans and deposits at the Credit Union. All loans were made at the same rates and terms as those available to all other members of the Credit Union. Deposit accounts earned interest at the same rates provided to all other members of the Credit Union. Page 39 “COOPERATIVA DE AHORRO Y CRÉDITO DE RINCÓN” NOTES TO FINANCIAL STATEMENTS JUNE 30, 2016 AND 2015 Note 17: Agreements The Cooperative has an agreement with “Banco Cooperativo” of Puerto Rico to serve as an outsourcing company in relation to members’ checking accounts. As part of this agreement, the Credit Union assumes all associated risks, except when “Banco Cooperativo” employees do not perform their duties within established policies and procedures. All incurred expenses are being paid by the Credit Union, except “Banco Cooperativo” employees’ payroll. The Cooperative must maintain an active bank account to respond for all related checking account transactions. This account should always have funds and no overdrafts are allowed. The Cooperative has an agreement with “Banco Popular” of Puerto Rico and the New York Automated Clearinghouse (NYACH) to process all electronic transfers among members. All incurred expenses are being paid by the Credit Union, except “Banco Popular” employees’ payroll. Note 18: Subsequent events The Credit Union adopted the accounting principles related to subsequent events. The accounting principles establish disclosure of events that have a significant impact on the financial statements after the close of the fiscal year prior to the issuance of audited financial statements. In accordance with the required accounting principles, the Cooperative evaluated its subsequent events until the issuance of these financial statements. Cooperative management understands that no material event occurred subsequent to June 30, 2016 that required to be disclosed in the financial statements. Note 19: Fair Value of Financial Statements The Credit Union adopted the accounting principles related to “Disclosures about Fair Value of Financial Instruments” which requires disclosure of fair value information about financial instruments, whether or not recognized in the statement of financial condition. The fair value of a financial instrument is the current amount that would be exchanged between willing parties, other than in a forced liquidation. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Credit Union’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Page 40 “COOPERATIVA DE AHORRO Y CRÉDITO DE RINCÓN” NOTES TO FINANCIAL STATEMENTS JUNE 30, 2016 AND 2015 In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instruments. This Statement excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Credit Union. The following methods and assumptions were used to estimate the fair value of each class of financial instrument: Cash and cash equivalents: The carrying amounts reported in the statement of financial condition for cash and cash equivalents approximate those assets’ fair values. Investment securities: Fair values of securities are usually based on quoted market prices. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities. Loans to members: The fair value of fixed-rate loans is estimated by discounting the future cash flows for each loan category using the current rates and estimated future rates, which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. If information is unavailable, impairment is calculated by using estimates of recoverability at year end. Accrued Interest and other account receivables: The carrying amounts of accrued interest approximate the fair values because of short-term duration of these financial instruments. Members’ deposits: The fair value of checking accounts, regular savings and money market accounts is the amount payable on demand at the reporting date. The carrying amounts reported approximate fair value. The estimated fair values of the Credit Union’s financial instruments are as follows: Market Value June 30, 2016 Special investments Negotiable investments classified as Held to Maturity Foreclosed vehicles and properties Market Value Level 1 $57,095,000 - $24,644,953 - $24,644,953 $117,259,000 - $120,518,791 - $120,518,791 $4,789,006 - Page 41 Level 2 - Level 3 $4,789,006 Total $4,789,006 “COOPERATIVA DE AHORRO Y CRÉDITO DE RINCÓN” NOTES TO FINANCIAL STATEMENTS JUNE 30, 2016 AND 2015 June 30, 2016 Book Value Financial Instruments Financial Assets: Cash and cash equivalents Special investments Negotiable investments held to maturity Member loans Accrued interest and account receivables Total financial assets Financial liabilities: Deposits on demand Accrued interest payable Total financial liabilities Unrecognized financial instruments: Unused lines of credit Page 42 June 30, 2016 Market Value $36,276,877 57,095,000 117,259,000 273,564,350 2,519,737 $36,276,877 24,644,953 120,518,791 265,897,052 2,519,737 $486,714,964 $449,857,410 $309,459,745 226,168 $309,459,745 226,168 $309,685,913 $309,685,913 $6,688,968 $6,688,968
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